Brockman Mining Limited — Proxy Solicitation & Information Statement 2024

Nov 4, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Brockman Mining Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

BROCKMAN MINING LIMITED

*

(incorporated in Bermuda with limited liability)

(SEHK Stock Code: 159) (ASX Stock Code: BCK)

(1) GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES (2) RE-ELECTION OF DIRECTORS AND (3) NOTICE OF ANNUAL GENERAL MEETING

A notice of the Annual General Meeting to be held at Unit 3903B, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Thursday, 5 December 2024, at Hong Kong time 10:00 a.m. is set out on pages 11 to 14 of this circular. Whether or not you intend to attend and vote at the Annual General Meeting or any adjourned meeting in person, you are requested to complete and return the relevant enclosed proxy form in accordance with the instructions printed thereon.

If your shares in the Company are recorded under the Company’s Hong Kong branch share registrar or the Company’s Bermuda principal registrar, please complete the Hong Kong proxy form and return it to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong. Please read and follow the instructions, including the deadline, on the Hong Kong proxy form to lodge the form.

If your shares in the Company are recorded under the Company’s Australia branch share registrar, please complete the Australia proxy form and return it to the Company’s branch share registrar in Australia, Computershare Investor Services Pty Limited. Please read and follow the instructions, including the deadline, on the Australia proxy form to lodge the form.

Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting should you so wish and in such event, the proxy form shall be deemed to be revoked.

5 November 2024

* for identification purpose only

CONTENTS

	Page
Responsibility Statement ...........................................................................	1
Definitions .........................................................................................	2
Letter from the Board .............................................................................	4
Notice of Annual General Meeting ................................................................	11

• i -

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the HK and ASX Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

• 1 -

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:

“Annual General Meeting” or	the annual general meeting of the Company to be held at Unit
“AGM”	3903B, 39th Floor, Far East Finance Centre, 16 Harcourt Road,
	Admiralty, Hong Kong on Thursday, 5 December 2024 at Hong
	Kong time 10:00 a.m., or any adjournment thereof (or as the case
	may be)
“ASX”	the Australian Securities Exchange
“ASX Listing Rules”	the official listing rules of the ASX
“Board”	the board of Directors
“Bye-Laws”	the bye-laws of the Company
“Company”	Brockman Mining Limited, a company incorporated in Bermuda
	with limited liability and the Shares of which are listed on the main
	board of the Stock Exchange and on ASX
“controlling shareholder(s)”	has the meaning ascribed to it under the HK Listing Rules
“Director(s)”	the director(s) of the Company
“General Mandate”	a general mandate proposed to be granted to the Directors to
	exercise all the powers to allot, issue and deal with new Shares not
	exceeding 20% of the aggregate nominal amount of the share
	capital of the Company in issue as at the date of passing of the
	ordinary resolution in relation thereof
“Group”	the Company and its subsidiaries
“HK Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Latest Practicable Date”	31 October 2024, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein

• 2 -

DEFINITIONS

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time “Share(s)” ordinary share of HK$0.10 each in the share capital of the Company “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “substantial shareholder(s)” has the meaning ascribed to it under the HK Listing Rules “%” per cent.

• 3 -

LETTER FROM THE BOARD

BROCKMAN MINING LIMITED

*

(incorporated in Bermuda with limited liability)

(SEHK Stock Code: 159)

(ASX Stock Code: BCK)

Non-Executive Directors: Mr. Kwai Sze Hoi (Chairman) Mr. Ross Stewart Norgard

Executive Directors:

Mr. Kwai Kwun, Lawrence Mr. Chan Kam Kwan, Jason (Company Secretary) Mr. Colin Paterson

Independent non-executive Directors: Mr. David Rolf Weleh Ms. Ko Kit Man, Liza Mr. Wu Man To

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong: Unit 3903B, 39th Floor Far East Finance Centre 16 Harcourt Road Admiralty Hong Kong 5 November 2024

Dear Shareholders,

(1) GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES (2) RE-ELECTION OF DIRECTORS AND

(3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding certain resolutions to be proposed at the Annual General Meeting to enable you to make decisions on whether to vote for or against these resolutions.

At the Annual General Meeting, resolutions amongst others, will be proposed for the Shareholders to approve (i) the General Mandate; and (ii) the re-election of Directors.

* for identification purpose only

• 4 -

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE NEW SHARES

At the annual general meeting of the Company held on 18 December 2023, an ordinary resolution was proposed to approve the General Mandate to the Directors to allot, issue and otherwise deal with shares not exceeding 20% of the nominal amount of the share capital of the Company in issue at the date of passing such resolution. The existing General Mandate will lapse at the conclusion of the forthcoming Annual General Meeting of the Company, unless renewed at that meeting.

The Directors consider that it is in the best interests of the Company and its Shareholders to grant the General Mandate to the Directors to enhance the flexibility of any possible fund raising or acquisition. As at the Latest Practicable Date, the number of Shares in issue were 9,280,232,131. Assuming no further Shares will be issued before the date of the Annual General Meeting, the Directors would be granted a General Mandate to issue up to 1,856,046,426 Shares.

The General Mandate, if granted, will continue in force until (a) the conclusion of the next annual general meeting of the Company after the Annual General Meeting; (b) the expiration of the period within which the next annual general meeting of the Company is required by law or Bye-laws of the Company to be held; or (c) it is revoked or varied by an ordinary resolution passed in a general meeting of the Company, whichever occurs first.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to the Bye-laws 83 and 84, Messrs. Kwai Sze Hoi, Chan Kam Kwan, Jason and David Rolf Welch, shall retire and being eligible, have offered themselves for re-election at the Annual General Meeting. Pursuant to the Bye-law 83(2), Ms. Ko Kit Man, Liza and Mr. Wu Man To shall retire and, being eligible, have offered themselves for re-election at the Annual General Meeting.

Brief biographical details of the retiring directors who are proposed to be elected at the Annual General meeting are set out below.

Mr. Kwai Sze Hoi

Mr. Kwai Sze Hoi, aged 74, joined in June 2012. He is the Chairman of the Group. Mr. Kwai graduated from Anhui University in 1975. Mr. Kwai has more than 40 years’ experience in international shipping and port operation businesses and is a successful entrepreneur. In 1990, he founded Ocean Line Holdings Ltd (“ Ocean Line ”). Ocean Line wholly owns, operates and manages a fleet of total deadweight tonnage of more than 4 million metric tonnes, with routes running worldwide. Ocean Line also has investments in infrastructure and operates other shipping related businesses including ports, terminals, warehouses, logistics, and crew manning etc. The diversified operations of Ocean Line put it in a highly competitive position globally. In addition, Ocean Line has investments in mining, real estate, financial services, securities, trading and hotel businesses. Mr. Kwai is also the chairman and an executive director of Ocean Line Port Development Limited (Stock Code: 8502), which is listed on the GEM of the Stock Exchange. Mr. Kwai is substantial shareholder of the Company with shares held partially with Ocean Line. Mr. Kwai is the father of Mr. Kwai Kwun, Lawrence, an Executive Director of the Company.

• 5 -

LETTER FROM THE BOARD

Save as disclosed above, Mr. Kwai did not have any directorship in other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Kwai is interested in 2,718,248,137 issued Shares of the Company within the meaning of Part XV of the SFO, representing approximately 29.29% of the issued share capital of the Company. Ocean Line Holdings Limited, a company owned 60% by Mr. Kwai and 40% by Ms. Cheung Wai Fung (Mr. Kwai’s spouse), has an interest in 2,426,960,137 Shares. Mr. Kwai and Mrs. Kwai have a joint direct interest in 60,720,000 Shares. Mr. Kwai and Mrs. Kwai are beneficial owners of 206,072,000 and 24,496,000 Shares respectively.

Mr. Kwai has entered into a service contract with the Company. Mr. Kwai is not appointed for a fixed term and will be subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws of the Company and the HK and ASX Listing Rules. He is currently entitled to a nominal annual director fee of HK$1 as a token payment for his service as a director. Any discretionary bonus in the future will be determined by the Remuneration and Performance Committee of the Company with reference to his duties, responsibilities and contribution to the Group. Such will be reviewed by the Remuneration and Performance Committee on a regular basis.

Save as disclosed above, Mr. Kwai does not have any relationship with any directors, senior management or substantial and controlling shareholders of the Company.

There is no information relating to Mr. Kwai that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the HK Listing Rules. Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders of the Company regarding the re-election of Mr. Kwai.

Mr. Chan Kam Kwan, Jason

Mr. Chan Kam Kwan, Jason, aged 51, joined in January 2008. He is the company secretary and a member of the Executive Committee of the Company. Mr. Chan graduated from the University of British Columbia in Canada with a bachelor’s degree in commerce and he holds a certificate as a Certified Public Accountant issued by the Washington State Board of Accountancy in the United States of America. He has extensive experience in corporate finance.

Mr. Chan is an executive director of Concord New Energy Group Limited (Stock Code: 0182) and an independent non-executive director of Canvest Environmental Protection Group Company Limited (Stock Code: 1381) which are both listed on the main board of the Stock Exchange. He was an independent nonexecutive director of 1957 & Co. (Hospitality) Limited (Stock Code: 8495) until 19 August 2022, the shares of which are listed on the GEM of the Stock Exchange.

Save as disclosed above, Mr. Chan did not have any directorship in other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Chan holds 10,000,000 shares options of the Company.

• 6 -

LETTER FROM THE BOARD

Mr. Chan has entered into a service contract with the Company. He is not appointed for a fixed term and will be subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws of the Company and the HK and ASX Listing Rules. He is currently entitled to an annual remuneration of approximately HK$1,120,000, which is determined by the Remuneration and Performance Committee of the Company with reference to his duties, responsibilities and contribution to the Company. Such will be reviewed by the Remuneration and Performance Committee on a regular basis.

Save as disclosed above, Mr. Chan does not have any relationship with any directors, senior management or substantial and controlling shareholders of the Company.

There is no information relating to Mr. Chan that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the HK Listing Rules. Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders of the Company regarding the re-election of Mr. Chan.

Mr. David Rolf Welch

Mr. David Rolf Welch, aged 58, joined in October 2019 as an independent non-executive director. He holds a bachelor of commerce degree from the University of Western Australia. Mr. Welch has held senior executive positions within ASX listed Aurizon Holdings Limited from 2007 to 2017. These positions included Vice President Iron Ore, Vice President Market Development and Executive Vice President Strategy and Business Development. He has experience in strategy, business transformation and performance, mergers and acquisitions and business development. Mr. Welch was previously the managing director of The Millennium Group from 1998 to 2006 and was a marketing manager of CSBP Limited (part of the Wesfarmers conglomerate) from 1989 to 1994 in the development of mining reagent and agriculture products. Currently, Mr. Welch is a non-executive director of VRX Silica Limited (Stock code: VRX) which is listed on the ASX and a director of Southern Ports, a Western Australian Government Trading Enterprise.

Save as disclosed above, Mr. Welch did not have any directorship in other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Welch holds 1,500,000 share options of the Company.

Mr. Welch has entered into a letter of appointment with the Company for a term of three years and will be subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws and the HK and ASX Listing Rules. Mr. Welch is currently entitled to an annual remuneration of HK$228,000 which is determined by the Remuneration and Performance Committee of the Company with reference to his duties, responsibilities and contribution to the Company. Such will be reviewed by the Remuneration and Performance Committee on a regular basis.

Save as disclosed above, Mr. Welch does not have any relationship with any directors, senior management or substantial and controlling shareholders of the Company.

There is no information relating to Mr. Welch that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the HK Listing Rules. Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders regarding the re-election of Mr. Welch.

• 7 -

LETTER FROM THE BOARD

Ms. Ko Kit Man, Liza

Ms. Ko Kit Man, Liza, aged 45, joined in October 2024 as an independent non-executive director . Ms. Ko is currently the chief financial officer of MingMed Biotechnology Co., Ltd. Prior to that, she was the vice president of the listing division of the Stock Exchange, where she worked from September 2012 to September 2021. She worked at KPMG LLP from August 2002 to July 2012. Ms. Ko obtained her bachelor’s degree in accounting from Nanyang Technological University in Singapore in June 2002. She is a certified public accountant in Singapore since May 2006 and in Hong Kong since January 2015, respectively.

Save as disclosed above, Ms. Ko did not have any directorship in other listed public companies in the last three years.

As at the Latest Practicable Date, Ms. Ko has no interest in the Shares of the Company within the meaning of Part XV of the SFO.

Ms. Ko has entered into a letter of appointment with the Company for a term of three years and will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws and the HK and ASX Listing Rules. She is currently entitled to an annual remuneration of HK$228,000 which is determined by the Remuneration and Performance Committee of the Company with reference to her duties, responsibilities and contribution to the Company. Such will be reviewed by the Remuneration and Performance Committee on a regular basis.

Save as disclosed above, Ms. Ko does not have any relationship with any directors, senior management or substantial and controlling shareholders of the Company.

There is no information relating to Ms. Ko that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the HK Listing Rules. Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders regarding the re-election of Ms. Ko.

Mr. Wu Man To

Mr. Wu Man To, aged 41, joined in October 2024 as an independent non-executive director. He is currently the Head of Macro and the Co-Head of Trading, Asia Pacific and the Middle East of Crédit Agricole Corporate and Investment Bank. Prior to that, he was the Head of Trading, North Asia and the Deputy Head of Markets, China of ANZ Banking group from June 2014 to April 2019. He also worked at JP Morgan from May 2011 to June 2014 and Standard Chartered Bank from May 2005 to May 2011. Mr. Wu obtained his bachelor’s degree in financial engineering from The Chinese University of Hong Kong in 2005.

Save as disclosed above, Mr. Wu did not have any directorship in other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Wu has no interest in the Shares of the Company within the meaning of Part XV of the SFO.

• 8 -

LETTER FROM THE BOARD

Ms. Wu has entered into a letter of appointment with the Company for a term of three years and will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws and the HK and ASX Listing Rules. He is currently entitled to an annual remuneration of HK$228,000 which is determined by the Remuneration and Performance Committee of the Company with reference to his duties, responsibilities and contribution to the Company. Such will be reviewed by the Remuneration and Performance Committee on a regular basis.

Save as disclosed above, Mr. Wu does not have any relationship with any directors, senior management or substantial and controlling shareholders of the Company.

There is no information relating to Mr. Wu that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the HK Listing Rules. Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders regarding the re-election of Ms. Wu.

ANNUAL GENERAL MEETING

Pursuant to Rule 13.39(4) of the HK Listing Rules, all votes at the Annual General Meeting will be taken by poll and the Company will announce the results of the poll in the manner described under Rule 13.39(5) of the HK Listing Rules.

None of the Shareholders has a material interest in the aforesaid proposed resolutions and therefore, no Shareholder is required to abstain from voting.

A notice of the Annual General Meeting to be held at Unit 3903B, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Thursday, 5 December 2024 at Hong Kong time 10:00 a.m. is set out on pages 11 to 14 of this circular. Whether or not you intend to attend and vote at the Annual General Meeting or any adjourned meeting in person, you are requested to complete and return the relevant enclosed proxy form in accordance with the instructions printed thereon. A proxy form for use by Shareholders at the Annual General Meeting is enclosed

If your shares in the Company are recorded under the Company’s Hong Kong branch share register or the Company’s Bermuda principal share registrar, please complete the Hong Kong proxy form and return it to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong. Please read and follow the instructions, including the deadline, on the Hong Kong proxy form to lodge the form.

If your shares in the Company are recorded under the Company’s Australia branch share registrar, please complete the Australia proxy form and return it to the Company’s branch share registrar in Australia, Computershare Investor Services Pty Limited. Please read and follow the instructions, including the deadline, on the Australia proxy form to lodge the form.

Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting should you so wish and in such event, the proxy form shall be deemed to be revoked.

• 9 -

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that all the proposed resolutions at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote in favour of all the resolutions at the Annual General Meeting.

Yours faithfully, For and on behalf of the Board Brockman Mining Limited Chan Kam Kwan, Jason

Company Secretary

• 10 -

NOTICE OF ANNUAL GENERAL MEETING

BROCKMAN MINING LIMITED

*

(incorporated in Bermuda with limited liability)

(SEHK Stock Code: 159)

(ASX Stock Code: BCK)

NOTICE IS HEREBY GIVEN that the annual general meeting of Brockman Mining Limited (the “ Company ”) will be held at Unit 3903B, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Thursday, 5 December 2024 at Hong Kong time 10:00 a.m. (the “ Annual General Meeting ”) for the purpose of considering and, if thought fit, passing (with or without amendments) the following ordinary resolutions:

AS ORDINARY BUSINESS

1. To receive and adopt the audited financial report and the reports of the directors and the independent auditor of the Company for the year ended 30 June 2024.

2. (a) To re-elect Mr. Kwai Sze Hoi as a director of the Company (the “ Director ”);

3. (b) To re-elect Mr. Chan Kam Kwan, Jason as a Director;

4. (c) To re-elect Mr. David Rolf Welch as a Director;

5. (d) To re-elect Ms. Ko Kit Man, Liza as a Director;

6. (e) To re-elect Mr. Wu Man To as a Director; and

7. (f) To authorise the board of Directors (the “ Board ”) to fix the Directors’ remuneration.

8. To re-appoint Ernst & Young as the independent auditor and to authorise the Board to fix their remuneration.

* for identification purpose only

• 11 -

NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS

1. “ THAT :

2. (a) subject to paragraph (b) and (c) below, the exercise by the Directors during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (a), otherwise than pursuant to (i) a Rights Issue, or (ii) the share schemes of the Company approved by The Stock Exchange of Hong Kong Limited or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company (the “ Bye-laws ”), shall not exceed the aggregate of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

5. (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the Bye-laws to be held; and

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in a general meeting.

• 12 -

NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).”

By order of the Board Brockman Mining Limited Chan Kam Kwan, Jason Company Secretary

Hong Kong, 5 November 2024

Notes:

1. A shareholder of the Company (the “ Shareholder ”) entitled to attend and vote at the AGM is entitled to appoint one or (in respect of Shareholder who is a holder of 2 or more shares) more than one proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a Shareholder but must be present in person at the AGM to represent the Shareholder. If more than one proxy is so appointed, the appointment shall specify the number of the Shares in respect of which each such proxy is so appointed.

2. A proxy form for use at the AGM is enclosed. Whether or not you intend to attend the AGM in person, you are encouraged to complete and return the enclosed proxy form in accordance with the instructions printed thereon. Completion and return of a proxy form will not preclude a Shareholder from attending in person and voting at the AGM or any adjournment thereof, should he so wish and in such event, the proxy form shall be deemed to be revoked.

3. I f your shares in the Company are recorded under the Company’s Hong Kong share registrar or the Company’s Bermuda principal share registrar, please complete the Hong Kong proxy form and return it, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong. Please read and follow the instructions, including the deadline, on the Hong Kong proxy form to lodge the form.

If your shares in the Company are recorded under the Company’s Australia share registrar, please complete the Australia proxy form and return it, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, to the Company’s branch share registrar in Australia, Computershare Investor Services Pty Limited. Please read and follow the instructions, including the deadline, on the Australia proxy form to lodge the form. You can appoint up to two proxies by lodging the Australia proxy form.

1. If tropical cyclone warning signal no. 8 or above is hoisted in Hong Kong or “extreme conditions” caused by super typhoons or a black rainstorm warning signal is in force in Hong Kong at 8:00 a.m. on Thursday, 5 December 2024, the meeting will be adjourned and further announcement for details of alternative meeting arrangements will be made. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted in Hong Kong, or an amber or red rainstorm warning signal is in force in Hong Kong. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.

2. 13 -

NOTICE OF ANNUAL GENERAL MEETING

1. The Chinese translation of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date hereof, the board of directors of the Company comprises Mr. Kwai Sze Hoi (Chairman) and Mr. Ross Stewart Norgard as non-executive directors; Mr. Kwai Kwun, Lawrence, Mr. Chan Kam Kwan, Jason (Company Secretary) and Mr. Colin Paterson as executive directors; Mr. David Rolf Welch, Ms. Ko Kit Man, Liza and Mr. Wu Man To as independent non-executive directors.

• 14 -